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BENALEC HOLDINGS BERHAD Company No.: 702653-V

UNAUDITED INTERIM FINANCIAL REPORT FOR THE SECOND QUARTER ENDED 31 DECEMBER 2010

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NOTES TO THE REPORT PART A – EXPLANATORY NOTES IN COMPLIANCE WITH FINANCIAL REPORTING STANDARDS (“FRS”) 134, INTERIM FINANCIAL REPORTING

A1. Basis of Preparation The interim financial report is unaudited and has been prepared in accordance with FRS 134: Interim Financial Reporting and Appendix 9B Part A of the Main Market Listing Requirements (Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”). This is the first interim financial report on the combined results of the second quarter ended 31 December 2010 announced by the Company in compliance with the Listing Requirements and as such, there were no comparative figures for the preceding year’s corresponding period. The interim financial report should be read in conjunction with the Proforma Consolidated Financial Information and the Accountants’ Report for the financial year ended 30 June 2010 as disclosed in the Prospectus of the Company dated 28 December 2010 and the accompanying notes attached to this interim financial report. The accounting policies and methods of computation adopted by the Group in the preparation of the interim financial statements are consistent with those adopted in the annual audited financial statements for the financial year ended 30 June 2010.

A2 Significant Accounting Policies

The significant accounting policies adopted by the Group are consistent with those of the audited financial statements for the year ended 30 June 2010, except for the adoption of the following new Financial Reporting Standard (“FRS”), Amendments to FRSs (“Amendments”) and Issues Committee Interpretation (“IC Interpretations”) effective for financial period beginning on or after 1st January 2010: FRS 4: Insurance Contracts FRS 7: Financial Instruments: Disclosure FRS 8: Operating Segments FRS 101: Presentation of Financial Statements (revised) FRS 123: Borrowing Costs FRS 139: Financial Instruments: Recognition and Measurement Amendments to FRS 1: First-time Adoption of Financial Reporting Standards Amendments to FRS 2: Share-based Payment-Vesting Conditions/Cancellations Amendments to FRS 5: Non-current Assets Held for Sale and Discontinued Operation Amendments to FRS 7: Financial Instruments: Disclosure Amendments to FRS 8: Operating Segments Amendments to FRS 107: Cash Flow Statements Amendments to FRS 108: Accounting Policies, Changes in Accounting Estimates and Errors Amendments to FRS 110: Events after the Reporting Period Amendments to FRS 116: Property, Plant and Equipment Amendments to FRS 117: Leases Amendments to FRS 118: Revenue



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Amendments to FRS 119: Employees Benefits Amendments to FRS 120: Accounting for Government Grants and Disclosure of Government Assistance Amendment to FRS 123: Borrowing Costs Amendment to FRS 127: Consolidated and Separate Financial Statements Amendment to FRS 128: Investment in Associates Amendment to FRS 129: Financial Reporting in Hyperinflationary Economies Amendment to FRS 131: Interest in Joint Ventures Amendment to FRS 132: Financial Instruments: Presentation Amendment to FRS 134: Interim Financial Reporting Amendment to FRS 136: Impairment of Assets Amendment to FRS 138: Intangible Assets Amendment to FRS 139: Financial Instruments: Recognition and Measurement Amendment to FRS 140: Investment Property IC Interpretation 9: Reassessment of Embedded Derivatives; IC Interpretation 10: Interim Financial Reporting and Impairment; IC Interpretation 11: FRS2 – Group and Treasury Share Transactions; IC Interpretation 13: Customer Loyalty Programmes; IC Interpretation 14: FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirement and their Interaction. Amendment to IC Interpretation 9: Reassessment of Embedded Derivatives;

Other than the implications as disclosed below, the adoption of the above FRSs, IC Interpretations and the Amendments do not have material impact on the financial statements of the Group:

(i) FRS 8: Operating Segments

FRS 8 requires identification and reporting of operating segments on internal reports that are regularly reviewed by the entity’s chief decision maker in order to allocate resources to the segments and to assess its performance. The Group presents its segment information based on business segments, which is also the basis of presenting its monthly internal management reports.

(ii) FRS 139: Financial Instruments: Recognition and measurement

The adoption of FRS 139 has resulted in changes to the accounting policies relating to recognition and measurement of financial instruments. A financial instrument is recognized in the financial statements when, and only when, the Group becomes a party to the contractual provisions of the instruments. A financial instrument is recognized initially, at its fair value plus, in the case of a financial instrument not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.



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(a) Financial assets: Marketable securities prior to the adoption of FRS 139, investment

in equity securities, other than investment in subsidiaries and associates were stated at cost less allowance for diminution in value, which is other than temporary. With the adoption of FRS 139, quoted investments in non-current equity securities, other than investment in subsidiaries and associates are now categorized and measured as fair value through profit or loss.

(b) Derivatives: Prior to the adoption of FRS 139, derivative contracts of balance sheet

items and gains and losses were recognized in the financial statements on settlement date. With the adoption of FRS 139, derivative contracts are now required to be initially recognized at fair value on the date of the derivative contract is entered into and subsequently re-measured at fair value at each balance sheet date. Derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. Derivatives are classified as fair value through profit and loss with any gains or losses arising from changes in fair value of these derivatives being recognized in the income statement.

(c) Financial liabilities borrowing prior to the adoption of FRS 139, transaction costs

attributable to borrowing were expensed off as incurred. With the adoption of FRS 139 borrowing cost are now recognized initially at fair value, plus directly attributable transaction costs. There are subsequently measured at amortised cost using the effective interest rate method.

A3. Auditors’ Report There were no qualifications on to the audited financial statements of Benalec Group for

the financial period / year ended 30 June 2010. A4. Seasonal or Cyclical Factors The Group’s operations are not subject to seasonal or cyclical factors.

A5. Items of Unusual Nature There were no unusual items affecting assets, liabilities, equity, net income or cash flows during the current financial period under review.

A6. Material Changes in Estimates There were no changes in estimates of amounts reported in prior financial year that have had a material effect in the current financial quarter.

A7. Changes in Debt and Equity Securities

There were no issuance, cancellation, repurchase, resale and repayments of debt and equity securities during the current financial quarter.



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A8. Dividend Paid

No dividend has been paid in the financial period under review.

A9. Segmental Information The Group is organized into the following operating segments:-

a) Marine construction b) Vessels chartering c) Ship maintenance and shipbuilding d) Investment holdings

The segment revenue and results for the current interim period ended 31 December 2010:

Analysis by Activities

Revenue

RM’000

Profit /(Loss)

Before Taxation RM’000

Marine construction Vessels chartering Ship maintenance and shipbuilding Investment holdings Elimination

92,898

13,292

1,500 -

(10,262)

58,439

11,673

(193)

(32)

(6,022)

Total

97,428

63,865

A10. Valuation of Property, Plant and Equipment There were no valuations of the property, plant and equipment in the current financial quarter.



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A11. Material Events Subsequent to the end of period reported (i) Pursuant to a Share Sale Agreement dated 29 November 2010 between Benalec Sdn

Bhd and Puncak Pasir Sdn Bhd (“PPSB”), Benalec Sdn Bhd agrees to sell and PPSB agrees to purchase Benalec Sdn Bhd’s entire equity stake in Crystal Land Development Sdn Bhd (which is the legal and beneficial owner of 0.4724 acres of land) for a cash consideration of RM493,865.85. The share sale of Crystal Land Development Sdn Bhd was completed on 6 January 2011.

(ii) The entire enlarged issued share capital comprising 730,000,000 ordinary shares was successfully listed on the Main Market of Bursa Securities on 17 January 2011.

(iii) On 24 January 2011, the Group through its wholly owned subsidiary, Benalec Sdn Bhd, had subscribed for the entire issued and paid up ordinary shares in two newly incorporated companies, namely Pacific Shipping Ltd (“Pacific Shipping”)and Pacific Link Ltd (“Pacific Link”). Pacific Shipping and Pacific Link have not commence operations.

(iv) On 27 January 2011, Pacific Shipping and Pacific Link had entered into two (2)

Memorandum of Agreements (“MOAs”) with Middlesbrough Shipping and Investment

Limited and Bolton Shipping and Investment Limited respectively, for the acquisition of

two (2) vessels, for a total cash consideration of USD 3.4 million each (equivalent to RM

10.375 million eash, based on exchange rate of USD1.00 : RM3.0515).

(v) On 9 February 2011, the Group through its wholly owned subsidiary, Benalec Sdn Bhd,

had acquired the entire issued and paid up ordinary shares in two (2) companies, namely,

Indera Tenggara Sdn Bhd (“ITSB”) and Jayamas Cekap Sdn Bhd (“JCSB”).

ITSB and JCSB have not commence operations.

(vi) On 9 February 2011, Benalec Sdn Bhd Singapore Branch had obtained Certificate of Licence from Building and Construction Authority, Singapore, as a General Builder Class 1 Contractor – Grade B1 under workhead CWO2 and Grade L6 under workhead SY01A & SY01C.

A12. Changes in the Composition of the Group There were no changes in the composition of the Group during the current financial quarter.

The condensed consolidated financial statements of the Group were prepared based on the combined results of Benalec Holdings Berhad and its subsidiaries, assuming the Benalec Group has existed on or before 1 July 2010.

A13. Contingent Liabilities and Contingent Assets

There were no material contingent liabilities or contingent assets to be disclosed as at the date of this report.



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A14. Capital Commitments

There were no capital commitments for the purchase of property, plant and equipment as at 31 December 2010.

A15. Significant Related Party Transactions

The Group had the following transactions during the financial period under review with related parties in which certain directors of the Company have substantial financial interest:-

Nature of transactions

Transaction value based on

billings RM’000

Balance outstanding as at 31 December 2010

RM’000

Provision of vessels chartering services to companies in which certain Directors of the Company have substantial financial interests

5,063

-

Rental of vessels from a company in which certain Directors of the Company have substantial financial interest

(7,600) (990)

Provision of Marine construction works (Payment in kind) to companies in which certain Directors of the Company have substantial financial interest

27,345 71,801 *

Provision of Marine construction works (Progress payment) to a company in which certain Directors of the Company have substantial financial interest

2,435 2,435

Provision of material from a company in which certain Directors of the Company have substantial financial interest

(1,270) (298)

Purchase of vessels from companies in which certain Directors of the Company have substantial financial interest (Note B8(A))

(131,828) (131,828)

The related party transactions reflect transactions of all the subsidiaries with the respective group of companies. * This amount represents the value of the land portion pending land Alienation

Process which the Group entitles to receive as settlement for the marine construction contracts. It would subsequently be reclassified as “Land held for sale” following the Alienation Process.



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NOTES TO THE REPORT PART B – ADDITIONAL INFORMATION AS REQUIRED BY LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (PART A OF APPENDIX 9B)

B1. Review of Performance of the Group

The Group recorded revenue of RM45.2 million for the current quarter and RM97.4 million for the financial year to date. The Group achieved profit after taxation of RM18.9 million for the current quarter and RM48.9 million for the financial year-to-date.

B2. Variation of Results against Preceding Quarter

The group recorded a decline in revenue of RM6.9 million or 13.3% for the second quarter of 2010 as compared to the preceding quarter which is mainly due to certain projects are completed in the preceding quarter. Profit after tax of the Group of RM18.9 million for the current quarter is lower compared to the preceding quarter profit after tax of RM29.9 million, representing a decrease of RM11 million or 36.7% which is mainly due to disposal of land held for sales, which recorded a net gain of RM9.7 million in the preceding quarter.

B3. Prospects

The prospects for growth are bright based on the future projects in the pipeline that exists particularly in Penang, Melaka, Iskandar, Port Klang and the Sarawak Corridor of Renewable Energy (SCORE). The 10

th Malaysia Plan has ports and harbour industry as a key economic sector for

targeted growth in Malaysia and has allocated a substantial amount of funding in support of the industry. The Government is committing resources towards making Malaysia a high income, high Gross Domestic Product (GDP) nation by the announcement of the five (5) economic regions during the 9

th Malaysia Plan, by which the development of these regions

encompasses coastal, rivals and waterfront development as well as the upgrade of infrastructure such as the construction of power plants and energy stations, better drainage control and flood mitigation systems. On the regional front, the opportunities that exist in Asia Pacific with future projects estimated at over RM170 billion, is also a positive indicator for Benalec to invest and expand its operations beyond domestic borders.



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B4. Profit forecast and profit guarantee

The Group did not issue any profit forecast or profit guarantee in any public document.

B5. Taxation

Current Quarter Year-To-Date RM’000 RM’000

Current year tax

7,573

15,915

Deferred tax (1,347) (918)

Total 6,226 14,997

The lower effective tax rates of the Group than the prevailing statutory tax rate is mainly due to lower tax rate in accordance to Labuan Offshore Business Activity Tax Act 1990 for vessel chartering division.

B6. Profit on Sale of Unquoted Investment and Properties

There were no material sales of unquoted investments and/or properties during the current financial quarter.

B7. Purchased and Sale of Quoted Securities There were no purchase or sales of unquoted investments and/or properties during the current financial quarter.

B8. Status of Corporate Proposals In conjunction with, and as an integral part of our Listing, we had undertaken the

following Internal Restructuring and Listing Scheme, which involve the following:- (A) Internal Restructuring The following internal restructuring exercises were undertaken:-

(a) On 30 September 2010, Benalec Sdn Bhd (“BSB”) entered into a Share Sale Agreement (“SSA1”) with Oriental Grandeur Sdn Bhd (“OGSB”) to acquire the entire issued and paid-up share capital of OGSB’s wholly owned subsidiaries namely Ocean Marine Limited (“OML”) and Pacific Ltd (“Pacific”) comprising 2,432,067 and 18,645,829 ordinary shares of USD1.00 each respectively for a total purchase consideration of RM65 million (based on the exchange rate of USD1:RM3.084 as at 29 September 2010). At completion of Acquisitions of OML and Pacific, the purchase consideration was settled by creation of indebtedness of RM65 million by BSB to OGSB. This indebtedness intended to be settled by cash proceeds received from the sale of reclaimed lands or unit / buildings developed on reclaimed lands, beneficially owned by BSB, from time to time in the proportion of 30:70 whereby 30% from each cash proceeds will be paid to OGSB until full repayment of the purchase consideration of RM65 million.



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The purchase consideration of OML and Pacific are derived after taking into consideration the fair value of the vessels. In this respect, the vessels have been appraised by an Independent Registered Valuer on 28 September 2010 based on the Comparison Method and Depreciated Replacement Cost Method, for a value of RM65 million. The Acquisition of OML and Pacific were completed on 30 September 2010.

(b) On 17 September 2010, Oceanliner Pte Ltd (“Oceanliner”) entered into a Memorandum of Agreement with Oceanlec Pte Ltd (“Oceanlec”) to acquire eleven (11) vessels (comprising eight (8) barges and three (3) tug-boats) held by Oceanlec for a total purchase consideration of SGD28,000,000 (or RM65,212,000 based on an exchange rate of SGD1: RM2.329). The purchase consideration was settled by Oceanliner via the assumption of Oceanlec’s bank borrowings amounting to SGD8,546,601 and the balance via creation of indebtedness. Such indebtedness by Oceanliner to Oceanlec is to be paid via thirty six (36) equal monthly installments at an interest rate of three (3) percent (3%) per annum. The purchase consideration of the vessels was arrived at based on the market value of the vessels as appraised by an Independent Registered Valuer on 15 September 2010 based on the Comparison Method and Depreciated Replacement Method. The Acquisition of Oceanlec Vessels was completed on 17 September 2010.

(B) Listing Scheme

(i) Subdivision The Company will effect a subdivision of every one (1) existing ordinary share of RM1.00 each in the Company’s authorized and issued and paid-up share capital into four (4) Shares, resulting in an authorized share capital of RM100,000 comprising 400,000 Shares, and an issued and paid-up share capital of RM2 comprising 8 Shares. Following the Subdivision, the Company’s authorized share capital increase from RM100,000 comprising 400,000 Shares to RM500,000,000 comprising 2,000,000,000 Shares. The Subdivision of Benalec Share Capital was completed on 2 December 2010.

(ii) Acquisitions

(a) Acquisition of Benalec Sdn Bhd (“BSB”)

Pursuant to the Share Sale Agreement dated 5 October 2010 entered into by Benalec and the Vendor of BSB, Benalec acquired the entire issued and paid-up share capital of BSB, comprising 730,000 ordinary shares of RM10.00 each for a purchase consideration of RM153,369,559 which was satisfied entirely via the issuance of 613,478,236 new shares in Benalec at an issue price of RM0.25 per share. The purchase consideration of BSB was derived based on the audited consolidated Net Assets of the BSB group of companies as at 30 June 2010.



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The number of Benalec shares issued to the vendors of BSB and their nominee pursuant to the Acquisition of BSB are as follows:-

Name of Vendors of BSB

No of ordinary shares of

RM10.00 each held in BSB

%

No of Benalec shares issued

as consideration

Leaw Seng Hai

211,700

29.0

56,108,688

Leaw Ah Chye 204,400 28.0 54,173,906 Datuk Leaw Tua Choon 204,400 28.0 54,173,906 Foo Polin 109,500 15.0 29,021,736

Oceancove Sdn Bhd

- - 420,000,000

Total 730,000 100.0 613,478,236

The 613,478,236 new Benalec Shares issued pursuant to the Acquisition of BSB shall upon issue and allotment and when fully paid, rank pari passu in all respects with the existing Benalec shares and carry all rights to receive full all dividends and other distributions declared and paid subsequent to the allotment thereof. The Acquisition of BSB was completed on 2 December 2010.

(b) Acquisition of Benalec Shipyard Sdn Bhd (“BenShip”)

Pursuant to the Share Sale Agreement dated 5 October 2010 and a Supplemental Share Sale Agreement dated 1 December 2010 entered into by Benalec and the Vendor of BenShip, Benalec acquired the entire issued and paid-up share capital of BenShip, comprising 1,000,000 ordinary shares of RM1.00 each for a purchase consideration of RM3,678,253 which was satisfied entirely via the issuance of 14,713,012 new shares in Benalec at an issue price of RM0.25 per share. The purchase consideration of BenShip was derived based on the audited Net Assets of the BenShip as at 30 June 2010. The number of Benalec shares issued to the vendors of BenShip and their nominees pursuant to the Acquisition of BenShip are as follows:-

Name of Vendors of BenShip

No of ordinary shares of

RM1.00 each held in BenShip

%

No of Benalec shares issued as consideration

Leaw Seng Hai

850,000

85.0

12,506,060

Leaw Ah Chye 70,000 7.0 1,029,911 Datuk Leaw Tua Choon 80,000 8.0 1,177,041

Total 1,000,000 100.0 14,713,012



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The 14,713,012 new Benalec Shares issued pursuant to the Acquisition of BenShip shall upon issue and allotment and when fully paid, rank pari passu in all respects with the existing Benalec shares and carry all rights to receive full all dividends and other distributions declared and paid subsequent to the allotment thereof. The Acquisition of BenShip was completed on 2 December 2010.

(c) Acquisition of Oceanliner Pte Ltd (“Oceanliner”)

Pursuant to the Share Sale Agreement dated 5 October 2010 entered into by Benalec and the Vendor of Oceanliner, Benalec acquired the entire issued and paid-up share capital of Oceanliner, comprising 200,000 ordinary shares of RM1.00 each for a purchase consideration of RM452,186 which was satisfied entirely via the issuance of 1,808,744 new shares in Benalec at an issue price of RM0.25 per share. The purchase consideration of Oceanliner was derived based on the audited Net Assets of the Oceanliner as at 30 June 2010 and after taking into consideration the financial effects of the Acquisition of Oceanlec Vessels, if any.

The number of Benalec shares issued to the vendor of Oceanliner and their nominees pursuant to the Acquisition of Oceanliner are as follows:-

Name of Vendors of Oceanliner

No of ordinary shares held in Oceanliner

%

No of Benalec shares issued as consideration

Leaw Seng Hai

100,000

50.0

904,372

Leaw Ah Chye

100,000 50.0 904,372

Total 200,000 100.0 1,808,744

The 1,808,744 new Benalec Shares issued pursuant to the Acquisition of Oceanliner shall upon issue and allotment and when fully paid, rank pari passu in all respects with the existing Benalec shares and carry all rights to receive full all dividends and other distributions declared and paid subsequent to the allotment thereof.

The Acquisition of Oceanliner was completed on 2 December 2010.

(iii) IPO

The IPO comprises both the Public Issue and Offer for Sale.

(a) Public Issue

The Company implemented a Public Issue of 100,000,000 new shares at an issue price of RM1.00 per share.



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(b) Offer for Sale

The Offer for Sale of 130,000,000 existing shares at an issue price of RM1.00 per share.

The Company issued its prospectus for its IPO on 28 December 2010.

(iv) ESOS

In conjunction with the listing, we may implement an ESOS which entails the issuance of up to 10% of the Company’s issued and paid-up share capital (excluding treasury shares) at any time pursuant to the options to be granted under the ESOS, to eligible Directors and employees of Benalec Group.

(v) Listing

The entire enlarged issued share capital comprising 730,000,000 shares was successfully listed on the Main Market of Bursa Securities on 17 January 2011.

(vi) Status of Utilisation of Proceeds

The Public Issue Shares of 100,000,000 new shares in conjunction with the Company’s listing on the Main Market of Bursa Securities raised a total gross proceeds of RM100.0 million. The status of utilisation of the proceeds as at Latest Practicable Date is as follows:-

Description

Proposed Utilisation

Actual

Utilisation

Balance/ Deviation

%

Estimated timeframe for utilisation upon

Listing

Explanations

RM’000 RM’000 RM’000

Finance on-going projects

90,000

18,000

72,000

80.0%

Within 24 months

(2)

Working capital

3,500 3,500 - 0.0% Within 24 months

Estimated listing expenses

6,500 5,735 765 11.8% Immediate (3)

Total proceeds

100,000

27,235

72,765



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Note:-

(1) The gross proceeds arising from the Offer for Sale, net of the relevant fee, shall accrue entirely to the Offeror and no part of the proceeds will be received by the Company.

(2) IPO proceeds will be utilised within the estimated timeframe. The Group does not

expect any material deviation as at the date of this report. (3) The total listing expenses was RM5.73 million. In accordance with the provisions

of FRSIC Consenses 13, RM2.36 million and RM3.37 million was written off against share premium account and expensed off respectively in the current period. The deviation for Listing expenses of RM0.76 million will be utilised for working capital purposes as indicated in Section 2.6(c) of the Prospectus.

B9. Borrowings and Debts Securities Total Group borrowings as at 31 December 2010 were as follows: RM’000

Long Term Borrowings Secured: Hire purchase and lease creditors Term loans

559 75,360

75,919

Short Term Borrowings Secured: Trust receipts Hire purchase and lease creditors Term loans

2,166 752

26,359

29,277

Total

105,196

Included in the total borrowings are borrowings in denominated in SGD as follow:

Term loan SGD’000 Secured: Short term 9,338 Long term 18,667

Total

28,005

B10. Off Balance Sheet Financial Instruments

There were no off balance sheet financial instruments as at the date of this quarterly report.



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B11. Material Litigation

There were no material litigation as at the date of issuance of this quarterly report.

B12. Dividends

No interim dividend have been declared during the current quarter under review.

B13. Earnings Per Share Basic and diluted earning per share are calculated based on the assumptions that the enlarged share capital of 630,000,000 shares of RM0.25 each, to be issued and the completion of the Internal Restructuring and Acquisition had taken place on or before 1 July 2010.

B14. Realised and Unrealised Profit / Losses Disclosure

The breakdown of the retained profits of the Group as at 31 December 2010, into realised and unrealised profits or losses is as follows:- As At End of

Current Quarter

31 Dec 2010

As At End of Preceding Quarter

30 Sept 2010 RM’000 RM’000 Total retained profits / (Losses) of the Group

- Realised 219,719 202,175

- Unrealised (9,295) (11,103)

210,424 191,072

Less: Consolidation Adjustments (20,246) (19,804)

Total Group retained profits as per statement of financial position

190,178

171,268

The determination of realised and unrealised profits is compiled based on Guidance of Special Matter No.1 “Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Securities Listing Requirements”, issued by the Malaysian Institute of Accountants on 20 December 2010. The disclosure of realised and unrealised profits above is solely for complying with the disclosure requirements stipulated in the directive of Bursa Securities and should not be applied for any other purposes.

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